10-Q 1 ps10q_3q12.htm PUBLIC STORAGE FORM 10Q ps10q_3q12.htm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549
 
FORM 10-Q
 
[X]         Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
For the quarterly period ended September 30, 2012
 
or
 
[   ]         Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
For the transition period from                                                                 to                      .
 
Commission File Number:  001-33519
 
PUBLIC STORAGE
(Exact name of registrant as specified in its charter)
 
Maryland
95-3551121
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer Identification Number)
   
701 Western Avenue, Glendale, California
91201-2349
(Address of principal executive offices)
(Zip Code)
 
Registrant’s telephone number, including area code:  (818) 244-8080.
 
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for at least the past 90 days.
 
[X]  Yes  [   ]  No
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

[X]  Yes  [   ]  No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company.  See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer [X]                                                      Accelerated Filer [   ]                                           Non-accelerated Filer [   ]
Smaller Reporting Company [   ]

 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
 
[   ]  Yes  [X]  No
 
Indicate the number of the registrant’s outstanding common shares of beneficial interest, as of November 7, 2012:
 
Common Shares of beneficial interest, $.10 par value per share – 171,648,540 shares
 

 

 
 

 


 
PUBLIC STORAGE
     
INDEX
     
     
PART I
FINANCIAL INFORMATION
Pages
     
Item 1.
Financial Statements (Unaudited)
 
     
 
Balance Sheets at September 30, 2012 and December 31, 2011
1
     
 
Statements of Income for the Three and Nine Months Ended
September 30, 2012 and 2011
2
     
 
Statements of Comprehensive Income for the Three and Nine Months Ended
September 30, 2012 and 2011
3
     
 
Statement of Equity for the Nine Months Ended September 30, 2012
4
     
 
Statements of Cash Flows for the Nine Months Ended September 30, 2012 and 2011
5 - 6
     
 
Condensed Notes to Financial Statements
7 - 29
     
Item 2.
Management’s Discussion and Analysis of
Financial Condition and Results of Operations
30 - 56
     
Item 3.
Quantitative and Qualitative Disclosures about Market Risk
56
     
Item 4.
Controls and Procedures
57
     
PART II
OTHER INFORMATION (Items 3, 4 and 5 are not applicable)
 
     
Item 1.
Legal Proceedings
58
     
Item 1A.
Risk Factors
58
     
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
58 – 59
     
Item 6.
Exhibits
59
     

 

 

 
 

 

PUBLIC STORAGE
BALANCE SHEETS
(Amounts in thousands, except share data)
 


   
September 30,
2012
   
December 31,
2011
 
ASSETS
 
(Unaudited)
       
             
Cash and cash equivalents                                                                                             
  $ 535,752     $ 139,008  
Real estate facilities, at cost:
               
Land                                                                                          
    2,852,481       2,811,515  
Buildings                                                                                          
    8,128,225       7,966,061  
      10,980,706       10,777,576  
Accumulated depreciation                                                                                          
    (3,650,000 )     (3,398,379 )
      7,330,706       7,379,197  
                 
Investment in unconsolidated real estate entities                                                                                             
    716,401       714,627  
Goodwill and other intangible assets, net                                                                                             
    210,148       209,833  
Loans receivable from unconsolidated real estate entities                                                                                             
    399,794       402,693  
Other assets                                                                                             
    95,319       87,204  
Total assets                                                                             
  $ 9,288,120     $ 8,932,562  
                 
LIABILITIES AND EQUITY
               
                 
Notes payable                                                                                             
  $ 347,943     $ 398,314  
Preferred shares called for redemption (Note 8)                                                                                             
    367,325       -  
Accrued and other liabilities                                                                                             
    242,706       210,966  
Total liabilities                                                                                   
    957,974       609,280  
                 
Redeemable noncontrolling interests                                                                                             
    -       12,355  
                 
Commitments and contingencies (Note 12)
               
                 
Equity:
               
Public Storage shareholders:
               
Cumulative Preferred Shares of beneficial interest, $0.01 par value, 100,000,000 shares authorized, 128,000 shares issued (in series) and outstanding, (475,000 at December 31, 2011) at liquidation preference
    3,200,000       3,111,271  
Common Shares of beneficial interest, $0.10 par value, 650,000,000 shares authorized, 170,634,560 shares issued and outstanding (170,238,805 at December 31, 2011)
    17,064       17,024  
Paid-in capital
    5,411,623       5,442,506  
Accumulated deficit
    (312,690 )     (259,578 )
Accumulated other comprehensive loss
    (15,371 )     (23,014 )
Total Public Storage shareholders’ equity                                                                                  
    8,300,626       8,288,209  
Permanent noncontrolling interests                                                                                          
    29,520       22,718  
Total equity
    8,330,146       8,310,927  
Total liabilities and equity                                                                             
  $ 9,288,120     $ 8,932,562  

 

See accompanying notes.
1
 
 

 

PUBLIC STORAGE
STATEMENTS OF INCOME
(Amounts in thousands, except per share amounts)
(Unaudited)
 
 

   
Three Months Ended
September 30,
   
Nine Months Ended
September 30,
 
   
2012
   
2011
   
2012
   
2011
 
                         
Operating Revenues:
                       
Self-storage facilities
  $ 440,918     $ 415,552     $ 1,268,256     $ 1,194,753  
Ancillary operations
    32,013       30,011       93,022       85,817  
      472,931       445,563       1,361,278       1,280,570  
Operating Expenses:
                               
Self-storage cost of operations
    127,367       128,787       395,381       393,446  
Ancillary cost of operations
    9,857       9,793       29,156       28,304  
Depreciation and amortization
    89,897       90,821       265,195       268,254  
General and administrative
    15,298       14,116       44,117       40,944  
Asset impairment charges
    -       2,186       -       2,186  
      242,419       245,703       733,849       733,134  
Operating income
    230,512       199,860       627,429       547,436  
Interest and other income
    5,444       6,875       16,639       25,218  
Interest expense
    (4,926 )     (5,862 )     (15,327 )     (18,779 )
Equity in earnings of unconsolidated real estate entities
    12,642       15,269       30,353       41,755  
Foreign currency exchange gain (loss)
    9,019       (28,253 )     (2,481 )     13,495  
Gain on real estate sales and debt retirement
    193       4,983       1,456       5,111  
Income from continuing operations
    252,884       192,872       658,069       614,236  
Discontinued operations
    11,935       1,641       12,403       1,786  
Net income
    264,819       194,513       670,472       616,022  
Allocation to noncontrolling interests
    (927 )     (3,374 )     (2,585 )     (12,331 )
Net income allocable to Public Storage shareholders
    263,892       191,139       667,887       603,691  
Allocation to preferred shareholders - distributions
    (49,267 )     (56,670 )     (156,272 )     (172,926 )
Allocation to preferred shareholders - redemptions
    (11,350 )     (16,178 )     (49,677 )     (32,077 )
Allocation to restricted share units
    (810 )     (341 )     (1,787 )     (1,164 )
Net income allocable to common shareholders
  $ 202,465     $ 117,950     $ 460,151     $ 397,524  
Net income per common share
                               
Basic
                               
Continuing operations
  $ 1.12     $ 0.68     $ 2.63     $ 2.34  
Discontinued operations
    0.07       0.01       0.07       0.01  
    $ 1.19     $ 0.69     $ 2.70     $ 2.35  
Diluted
                               
Continuing operations
  $ 1.11     $ 0.68     $ 2.61     $ 2.32  
Discontinued operations
    0.07       0.01       0.07       0.01  
    $ 1.18     $ 0.69     $ 2.68     $ 2.33  
Weighted average common shares outstanding
                               
Basic
    170,576       169,728       170,460       169,512  
Diluted
    171,700       170,830       171,558       170,538  
                                 
Cash dividends declared per common share
  $ 1.10     $ 0.95     $ 3.30     $ 2.70  


See accompanying notes.
2
 
 

 

PUBLIC STORAGE
STATEMENTS OF COMPREHENSIVE INCOME
(Amounts in thousands)
(Unaudited)
 
 

   
Three Months Ended
September 30,
   
Nine Months Ended
September 30,
 
   
2012
   
2011
   
2012
   
2011
 
                         
Net income
  $ 264,819     $ 194,513     $ 670,472     $ 616,022  
                                 
Other comprehensive income (loss):
                               
Aggregate foreign currency exchange gain (loss)
    21,081       (45,137 )     5,162       14,050  
Adjust for foreign currency exchange (gain) loss included in net income
    (9,019 )     28,253       2,481       (13,495 )
Other comprehensive income (loss)
    12,062       (16,884 )     7,643       555  
Total comprehensive income
    276,881       177,629       678,115       616,577  
Allocation to noncontrolling interests
    (927 )     (3,374 )     (2,585 )     (12,331 )
Comprehensive income allocated to Public Storage shareholders
  $ 275,954     $ 174,255     $ 675,530     $ 604,246  

See accompanying notes.
3
 
 

 
PUBLIC STORAGE
STATEMENT OF EQUITY
(Amounts in thousands, except share data)
(Unaudited)


   
 
Cumulative Preferred Shares
   
 
Common Shares
   
 
 
Paid-in Capital
   
 
Accumulated
Deficit
   
Accumulated Other Comprehensive (Loss) Income
   
Total
Public Storage Shareholders’ Equity
   
Permanent Noncontrolling Interests
   
 
 
Total Equity
 
Balance at December 31, 2011
  $ 3,111,271     $ 17,024     $ 5,442,506     $ (259,578 )   $ (23,014 )   $ 8,288,209     $ 22,718     $ 8,310,927  
Issuance of cumulative preferred shares (68,200,000 shares) (Note 8)
    1,705,000       -       (53,544 )     -       -       1,651,456       -       1,651,456  
Redemption of cumulative preferred shares (64,650,833 shares) (Note 8)
    (1,616,271 )     -       -       -       -       (1,616,271 )     -       (1,616,271 )
Issuance of common shares in connection with share-based compensation (395,755 shares) (Note 10)
      -         40         20,967         -         -         21,007         -         21,007  
Share-based compensation expense, net of cash paid in lieu of common shares (Note 10)
      -         -         10,549         -         -         10,549         -         10,549  
Acquisition of redeemable noncontrolling interests (Note 7)
    -       -       (7,954 )     -       -       (7,954 )     -       (7,954 )
Increase (decrease) in permanent noncontrolling interest in connection with:
                                                               
Consolidation of partially-owned entities (Note 4)
    -       -       -       -       -       -       8,224       8,224  
Acquisition of interests in Subsidiaries (Note 7)
    -       -       (901 )     -       -       (901 )     (75 )     (976 )
Net income of the Company
    -       -       -       670,472       -       670,472       -       670,472  
Net income allocated to:
                                                               
Redeemable noncontrolling interests
    -       -       -       (236 )     -       (236 )     -       (236 )
Permanent noncontrolling interests
    -       -       -       (2,349 )     -       (2,349 )     2,349       -  
Distributions to equity holders:
                                                               
Cumulative preferred shares (Note 8)
    -       -       -       (156,272 )     -       (156,272 )     -       (156,272 )
Permanent noncontrolling interests
    -       -       -       -       -       -       (3,696 )     (3,696 )
Common shares and restricted share units ($3.30 per share)
    -       -       -       (564,727 )     -       (564,727 )     -       (564,727 )
Other comprehensive income (Note 2)
    -       -       -       -       7,643       7,643       -       7,643  
                                                                 
Balance at September 30, 2012
  $ 3,200,000     $ 17,064     $ 5,411,623     $ (312,690 )   $ (15,371 )   $ 8,300,626     $ 29,520     $ 8,330,146  

See accompanying notes.
4
 
 

 
PUBLIC STORAGE
STATEMENTS OF CASH FLOWS
(Amounts in thousands)
(Unaudited)


   
For the Nine Months Ended
September 30,
 
   
2012
   
2011
 
Cash flows from operating activities:
           
Net income
  $ 670,472     $ 616,022  
Adjustments to reconcile net income to net cash provided by operating activities:
               
Gain on real estate sales and debt retirement, including amounts in discontinued operations
    (13,191 )     (5,799 )
Asset impairment charges
    -       2,186  
Depreciation and amortization, including amounts in discontinued operations
    265,517       268,695  
Distributions received from unconsolidated real estate entities in excess of equity in earnings
    3,119       97  
Foreign currency exchange loss (gain)
    2,481       (13,495 )
Other
    27,357       41,087  
Total adjustments
    285,283       292,771  
Net cash provided by operating activities
    955,755       908,793  
Cash flows from investing activities:
               
Capital improvements to real estate facilities
    (58,642 )     (57,026 )
Construction in process
    (5,265 )     (16,743 )
Acquisition of real estate facilities and property intangibles (Note 3)
    (143,827 )     (60,888 )
Proceeds from sales of other real estate investments
    15,973       4,753  
Loans to unconsolidated real estate entities
    -       (358,877 )
Repayments of loans receivable from unconsolidated real estate entities (Note 5)
    -       163,663  
Disposition of loans receivable from unconsolidated real estate entities (Note 5)
    -       121,317  
Acquisition of investments in unconsolidated real estate entities
    -       (1,274 )
Maturities of marketable securities
    -       102,279  
Other investing activities
    4,022       537  
Net cash used in investing activities
    (187,739 )     (102,259 )
Cash flows from financing activities:
               
Principal payments on notes payable
    (49,287 )     (154,411 )
Net proceeds from the issuance of common shares
    21,007       15,728  
Issuance of cumulative preferred shares
    1,651,456       835,627  
Redemption of cumulative preferred shares
    (1,248,946 )     (1,042,256 )
Acquisition of redeemable noncontrolling interests
    (19,900 )     -  
Acquisition of permanent noncontrolling interests
    (976 )     (112,115 )
Distributions paid to Public Storage shareholders
    (720,999 )     (632,248 )
Distributions paid to noncontrolling interests
    (4,341 )     (12,237 )
Net cash used in financing activities
    (371,986 )     (1,101,912 )
Net increase (decrease) in cash and cash equivalents
    396,030       (295,378 )
Net effect of foreign exchange translation on cash
    714       (141 )
Cash and cash equivalents at the beginning of the period
    139,008       456,252  
Cash and cash equivalents at the end of the period
  $ 535,752     $ 160,733  

 

 

See accompanying notes.
5
 
 

 
PUBLIC STORAGE
STATEMENTS OF CASH FLOWS
(Amounts in thousands)
(Unaudited)


(Continued)
 
   
For the Nine Months Ended
September 30,
 
   
2012
   
2011
 
Supplemental schedule of non-cash investing and financing activities:
           
             
Foreign currency translation adjustment:
           
Real estate facilities, net of accumulated depreciation
  $ (643 )   $ (139 )
Investment in unconsolidated real estate entities
    (6,701 )     (269 )
Intangible assets                                                                                  
    (3 )     -  
Loans receivable from unconsolidated real estate entities
    418       (13,783 )
Accumulated other comprehensive income
    7,643       14,050  
                 
Preferred shares called for redemption and reclassified to liabilities:
               
Preferred shares called for redemption                                                                                  
    367,325       -  
Cumulative preferred shares                                                                                  
    (367,325 )     -  
                 
Consolidation of entities previously accounted for under the equity method of accounting (Note 4):
               
Real estate facilities                                                                                  
    (10,403 )     (19,415 )
Investments in unconsolidated real estate entities                                                                                  
    3,072       6,126  
Intangible assets                                                                                  
    (949 )     (3,985 )
Permanent noncontrolling interests                                                                                  
    8,224       17,663  
                 
Adjustments of redeemable noncontrolling interests to fair values:
               
Accumulated deficit
    -       (259 )
Redeemable noncontrolling interests
    -       259  
                 
Exchange of loan receivable from Shurgard Europe for investment (Note 5):
               
Loans receivable from unconsolidated real estate entities
    -       116,560  
Investment in unconsolidated real estate entities
    -       (116,560 )
                 
Real estate acquired in connection with elimination of intangible assets
    -       (4,738 )
Intangible assets eliminated in connection with acquisition of real estate
    -       4,738  
                 
Real estate acquired in exchange for assumption of note payable
    -       (9,679 )
Note payable assumed in connection with acquisition of real estate
    -       9,679  
                 
Noncontrolling interests acquired in exchange for the issuance of common shares (Note 7)
               
Additional paid in capital (noncontrolling interests acquired)
    -       (57,108 )
Common shares
    -       48  
Additional paid in capital (common shares issued)
    -       57,060  
                 
                 

 

 

 

See accompanying notes.
6
 
 

 
PUBLIC STORAGE
CONDENSED NOTES TO FINANCIAL STATEMENTS
September 30, 2012
(Unaudited)
 

1.  
Description of the Business
 
Public Storage (referred to herein as “the Company”, “we”, “us”, or “our”), a Maryland real estate investment trust, was organized in 1980.  Our principal business activities include the acquisition, development, ownership and operation of self-storage facilities which offer storage spaces for lease, generally on a month-to-month basis, for personal and business use.
 
At September 30, 2012, we had direct and indirect equity interests in 2,069 self-storage facilities (with approximately 132 million net rentable square feet) located in 38 states in the U.S. operating under the “Public Storage” name.  We also own one self-storage facility in London, England and we have a 49% interest in Shurgard Europe, which owns 188 self-storage facilities (with approximately 10.1 million net rentable square feet) located in seven Western European countries, all operating under the “Shurgard” name.  We also have direct and indirect equity interests in approximately 29.8 million net rentable square feet of commercial space located in 11 states in the U.S. primarily owned and operated by PS Business Parks, Inc. (“PSB”) under the “PS Business Parks” name. At September 30, 2012, we have an approximate 41% interest in PSB.
 
Disclosures of number or square footage of properties, as well as number of or coverage of tenant reinsurance policies are unaudited and outside the scope of our independent registered public accounting firm’s review of our financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States).
 
2.  
Summary of Significant Accounting Policies
 
Basis of Presentation
 
The accompanying unaudited interim financial statements were prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) as defined in the Financial Accounting Standards Board Accounting Standards Codification (the “Codification”), including guidance with respect to interim financial information, and in conformity with the instructions to Form 10-Q and Article 10 of Regulation S-X.  While they do not include all of the disclosures required by GAAP for complete financial statements, we believe that we have included all adjustments (consisting of normal and recurring adjustments) necessary for a fair presentation.  Operating results for the three and nine months ended September 30, 2012 are not necessarily indicative of the results that may be expected for the year ending December 31, 2012 due to seasonality and other factors.  These interim financial statements should be read together with the audited financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2011.
 
Certain amounts previously reported in our December 31, 2011 and September 30, 2011 financial statements have been reclassified to conform to the September 30, 2012 presentation, as a result of discontinued operations.
 
Consolidation and Equity Method of Accounting
 
The Codification stipulates generally that entities with insufficient equity to finance their activities without additional subordinated financial support provided by other parties, or where the equity holders as a group do not have a controlling financial interest, are considered Variable Interest Entities (“VIE”).  We have determined that we have no investments in any VIEs.
 
We consolidate all entities that we control (these entities, for the period in which the reference applies, are referred to collectively as the “Subsidiaries”), and we eliminate intercompany transactions and balances.  We account for our investments in entities that we do not control, but we have significant influence over, using the equity method of accounting (these entities, for the periods in which the reference applies, are referred to collectively as the “Unconsolidated Real Estate Entities”).  When we obtain control of entities in which we already own a partial equity interest, we record a gain representing the differential between the book value and fair value of our preexisting equity interest.  We then commence consolidating the assets, liabilities, and any noncontrolling interests of the entity.  All such changes in consolidation status are reflected prospectively.
 
 
 
7

PUBLIC STORAGE
CONDENSED NOTES TO FINANCIAL STATEMENTS
September 30, 2012
(Unaudited)
 
 
 
When we are the general partner of a partnership, we assume that we control the partnership, unless the third-party limited partners can dissolve the partnership or otherwise remove us as general partner without cause, or if the limited partners have the right to participate in substantive decisions of the partnership.
 
Collectively, at September 30, 2012, the Company and the Subsidiaries own 2,055 self-storage facilities in the U.S., one self-storage facility in London, England and six commercial facilities in the U.S.  At September 30, 2012, the Unconsolidated Real Estate Entities are comprised of PSB, Shurgard Europe, as well as limited partnerships that own an aggregate of 14 self-storage facilities in the U.S. with 0.8 million net rentable square feet (these limited partnerships, for the periods in which the reference applies, are referred to as the “Other Investments”).
 
Use of Estimates
 
The financial statements and accompanying notes reflect our estimates and assumptions.  Actual results could differ from those estimates.
 
Income Taxes
 
We have elected to be treated as a real estate investment trust (“REIT”), as defined in the Internal Revenue Code.  As a REIT, we do not incur federal income tax if we distribute 100% of our REIT taxable income (generally, net rents and gains from real property, dividends, and interest) each year, and if we meet certain organizational and operational rules.  We believe we will meet these REIT requirements in 2012, and that we have met them for all other periods presented herein.  Accordingly, we have recorded no federal income tax expense related to our REIT taxable income.
 
Our merchandise and tenant reinsurance operations are subject to corporate income tax, and such taxes are included in ancillary cost of operations.  We also incur income and other taxes in certain states, which are included in general and administrative expense.
 
We recognize tax benefits of income tax positions that are subject to audit only if we believe it is more likely than not that the position would be sustained (including the impact of appeals, as applicable), assuming the relevant taxing authorities had full knowledge of the relevant facts and circumstances of our positions.  As of September 30, 2012, we had no tax benefits that were not recognized.
 
Real Estate Facilities
 
Real estate facilities are recorded at cost.  We capitalize all costs incurred to develop, construct, renovate and improve properties, including interest and property taxes incurred during the construction period.  We expense internal and external transaction costs associated with acquisitions or dispositions of real estate and equity investments as incurred.  We expense repairs and maintenance costs as incurred.  We depreciate buildings and improvements on a straight-line basis over estimated useful lives ranging generally between 5 to 25 years.
 
 
 
8

PUBLIC STORAGE
CONDENSED NOTES TO FINANCIAL STATEMENTS
September 30, 2012
(Unaudited)
 
 
 
We account for acquisitions of interests in operating self-storage facilities, including the consolidation of entities where we obtain control other than by acquiring interests, under the provisions of Codification Section 805, “Business Combinations.”  We allocate the net acquisition cost (consisting of the fair value of our existing investment, plus any cash paid to third parties for their interests and the fair value of any liabilities assumed) to the underlying land, buildings, identified intangible assets, and remaining noncontrolling interests based upon their respective individual estimated fair values.  Any difference between the net acquisition cost and the estimated fair value of the net tangible and intangible assets acquired is recorded as goodwill.
 
Other Assets
 
Other assets primarily consist of prepaid expenses, accounts receivable, and restricted cash.
 
Accrued and Other Liabilities
 
Accrued and other liabilities consist primarily of trade payables, property tax accruals, tenant prepayments of rents, accrued interest payable, accrued payroll, accrued tenant reinsurance losses, casualty losses, and contingent loss accruals which are accrued when probable and estimable.  We disclose the nature of significant unaccrued losses that are reasonably possible of occurring and, if estimable, a range of exposure.
 
Cash Equivalents and Marketable Securities
 
We classify as cash equivalents all highly liquid financial instruments such as money market funds with daily liquidity and a rating of at least AAA by Standard and Poor’s, or investment grade (rated A1 by Standard and Poor’s) short-term commercial paper or treasury securities with remaining maturities of three months or less at the date of acquisition.  Cash and cash equivalents which are restricted from general corporate use are included in other assets.
 
Commercial paper with a remaining maturity of more than three months when acquired is included in marketable securities.  When at acquisition we have the positive intent and ability to hold these securities to maturity (investments that are “Held to Maturity”), the securities are stated at amortized cost and interest is recorded using the effective interest method.
 
Fair Value Accounting
 
As used herein, the term “fair value” is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants.  We prioritize the inputs used in measuring fair value based upon a three-tier fair value hierarchy described in Codification Section 820-10-35.
 
We believe that, during all periods presented, the carrying values approximate the fair values of our cash and cash equivalents, marketable securities, other assets, and accrued and other liabilities, based upon our evaluation of the underlying characteristics, market data, and short maturity of these financial instruments, which involved considerable judgment.  The estimated fair values are not necessarily indicative of the amounts that could be realized in current market exchanges.  The characteristics of these financial instruments, market data, and other comparative metrics utilized in determining these fair values are “Level 2” inputs as the term is defined in Codification Section 820-10-35-47.
 
We use significant judgment to estimate fair values in recording our business combinations, to evaluate real estate, goodwill, and other intangible assets for impairment, and to determine the fair values of our notes payable and noncontrolling interests in subsidiaries.  In estimating fair values, we consider significant unobservable inputs such as market prices of land, capitalization rates for real estate facilities, earnings multiples, projected levels of earnings, costs of construction, functional depreciation, and estimated market interest rates for debt securities with a similar time to maturity and credit quality, which are “Level 3” inputs as the term is defined in Codification Section 820-10-35-52.  We believe that, during all periods presented, the carrying values approximate the fair values of our notes payable.
 
 
9

 
PUBLIC STORAGE
CONDENSED NOTES TO FINANCIAL STATEMENTS
September 30, 2012
(Unaudited)
 
 
 
Currency and Credit Risk
 
Financial assets that are exposed to credit risk consist primarily of cash and cash equivalents, accounts receivable, loans receivable, and restricted cash.  At September 30, 2012, due primarily to our investment in and loan receivable from Shurgard Europe, our operations and financial position are affected by fluctuations in currency exchange rates between the Euro, and to a lesser extent, other European currencies, against the U.S. Dollar.
 
Goodwill and Other Intangible Assets
 
Intangible assets are comprised of goodwill, acquired tenants in place, leasehold interests in land, and the “Shurgard” tradename.
 
Goodwill totaled $174.6 million at September 30, 2012 and December 31, 2011.  Goodwill has an indeterminate life and is not amortized.
 
Acquired tenants in place and leasehold interests in land are finite-lived and are amortized relative to the benefit of the tenants in place or the land lease expense to each period.  At September 30, 2012, these intangibles have a net book value of $16.7 million ($16.4 million at December 31, 2011).  Accumulated amortization totaled $23.2 million at September 30, 2012 ($24.1 million at December 31, 2011), and amortization expense of $7.3 million and $9.2 million was recorded for the nine months ended September 30, 2012 and 2011, respectively.  During the nine months ended September 30, 2012, these intangibles were increased by (i) $6.7 million in connection with the acquisition of self-storage facilities (Note 3) and (ii) $0.9 million in connection with the consolidation of three facilities we previously accounted for under the equity method (Note 4).
 
The “Shurgard” tradename, which is used by Shurgard Europe pursuant to a licensing agreement, has a book value of $18.8 million at September 30, 2012 and December 31, 2011.  This asset has an indefinite life and, accordingly, is not amortized.
 
Evaluation of Asset Impairment
 
Goodwill impairment is evaluated annually by reporting unit.  No impairment of goodwill or the Shurgard trade name was identified in our annual evaluation at December 31, 2011, nor were there any indicators of impairment at September 30, 2012.  We evaluate our real estate and property related intangibles for impairment on a quarterly basis.  If any indicators of impairment are noted, we estimate future undiscounted cash flows to be received from the use of the asset and, if such future undiscounted cash flows are less than carrying value, an impairment charge is recorded for the excess of carrying value over the assets’ estimated fair value.  Long-lived assets which we expect to sell or otherwise dispose of prior to the end of their estimated useful lives are stated at the lower of their net realizable value (estimated fair value less cost to sell) or their carrying value.
 
 
10

 
PUBLIC STORAGE
CONDENSED NOTES TO FINANCIAL STATEMENTS
September 30, 2012
(Unaudited)
 
 
 
Revenue and Expense Recognition
 
Rental income, which is generally earned pursuant to month-to-month leases for storage space, as well as late charges and administrative fees, are recognized as earned.  Promotional discounts reduce rental income over the promotional period.  Ancillary revenues and interest and other income are recognized when earned.  Equity in earnings of unconsolidated real estate entities represents our pro-rata share of the earnings of the Unconsolidated Real Estate Entities.
 
We accrue for property tax expense based upon actual amounts billed and, in some circumstances, estimates and historical trends when bills or assessments have not been received from the taxing authorities or such bills and assessments are in dispute.  If these estimates are incorrect, the timing and amount of expense recognition could be incorrect.  Cost of operations, general and administrative expense, interest expense, as well as television, yellow page, and other advertising expenditures are expensed as incurred.
 
Foreign Currency Exchange Translation
 
The local currency (primarily the Euro) is the functional currency for our interests in foreign operations.  The related amounts on our balance sheets are translated into U.S. Dollars at the exchange rates at the respective financial statement date, while amounts on our statements of income are translated at the average exchange rates during the respective period.  The Euro was translated at exchange rates of approximately 1.286 U.S. Dollars per Euro at September 30, 2012 (1.295 at December 31, 2011), and average exchange rates of 1.251 and 1.415 for the three months ended September 30, 2012 and 2011, respectively, and average exchange rates of 1.282 and 1.406 for the nine months ended September 30, 2012 and 2011, respectively.  Cumulative translation adjustments, to the extent not included in cumulative net income, are included in equity as a component of accumulated other comprehensive income (loss).
 
Comprehensive Income (Loss)
 
Total comprehensive income for a period represents net income, adjusted for changes in other comprehensive income (loss) for the applicable period, as set forth on our statements of comprehensive income.  The aggregate foreign currency exchange gains and losses reflected on our statements of comprehensive income are comprised primarily of foreign currency exchange gains and losses on our investment in, and loan receivable from, Shurgard Europe.

Discontinued Operations
 
The net income of real estate facilities or other businesses that have been sold or otherwise disposed of, or that we plan to sell or dispose of within the next year are presented on our statement of income for all periods as “discontinued operations.”  In addition to the revenues and expenses of disposed self-storage facilities, discontinued operations includes $11.7 million in gains on disposition of real estate facilities for each of the three and nine month periods ended September 30, 2012 and $1.7 million and $1.4 million in net gains on disposition of real estate facilities for the three and nine months ended September 30, 2011, respectively.
 
Net Income per Common Share
 
Net income is first allocated to each of our noncontrolling interests based upon their respective share of the net income of the Subsidiaries, and to our cumulative preferred shares based upon the dividends declared or accumulated during the period.
 
 
11

 
PUBLIC STORAGE
CONDENSED NOTES TO FINANCIAL STATEMENTS
September 30, 2012
(Unaudited)
 
 
 
When our cumulative preferred shares are called for redemption, additional income is allocated to the security to the extent the redemption cost is greater than the related original net issuance proceeds.  These allocations are referred to hereinafter as “EITF D-42 allocations.”  The remaining net income is allocated to our common shares and our restricted share units based upon the dividends declared during the period, combined with participation rights in undistributed earnings.
 
Basic net income per share, basic net income (loss) from discontinued operations per share, and basic net income from continuing operations per share are computed using the weighted average common shares outstanding.  Diluted net income per share, diluted net income (loss) from discontinued operations per share, and diluted net income from continuing operations per share are computed using the weighted average common shares outstanding, adjusted for the impact, if dilutive, of stock options outstanding (Note 10).
 
The following table reflects the components of the calculations of our basic and diluted net income per share, basic and diluted net income (loss) from discontinued operations per share, and basic and diluted net income from continuing operations per share which are not already otherwise set forth on the face of our statements of income:
 
   
For the Three Months Ended
September 30,
   
For the Nine Months Ended
September 30,
 
   
2012
   
2011
   
2012
   
2011
 
   
(Amounts in thousands)
 
                         
Net income allocable to common shareholders from continuing operations and discontinued operations:
                       
                         
Net income allocable to common shareholders
  $ 202,465     $ 117,950     $ 460,151     $ 397,524  
                                 
Eliminate: Discontinued operations allocable to common shareholders
    (11,935 )     (1,641 )     (12,403 )     (1,786 )
                                 
Net income from continuing operations allocable to common shareholders
  $ 190,530     $ 116,309     $ 447,748     $ 395,738  
                                 
Weighted average common shares and equivalents outstanding:
                               
Basic weighted average common shares outstanding
    170,576       169,728       170,460       169,512  
Net effect of dilutive stock options - based on treasury stock method
    1,124       1,102       1,098       1,026  
Diluted weighted average common shares outstanding
    171,700       170,830       171,558       170,538  

 
 
12

 
PUBLIC STORAGE
CONDENSED NOTES TO FINANCIAL STATEMENTS
September 30, 2012
(Unaudited)
 
 

3.  
Real Estate Facilities
 
Activity in real estate facilities is as follows:
 
   
Nine Months Ended
September 30, 2012
 
   
(Amounts in thousands)
 
Operating facilities, at cost:
     
Beginning balance                                                                   
  $ 10,777,576  
Capital improvements                                                                   
    58,642  
Acquisition of real estate facilities                                                                   
    147,461  
Disposition of real estate facilities                                                                   
    (9,275 )
Current development                                                                   
    5,265  
Impact of foreign exchange rate changes                                                                   
    1,037  
Ending balance                                                                   
    10,980,706  
Accumulated depreciation:
       
Beginning balance                                                                   
    (3,398,379 )
Depreciation expense                                                                   
    (256,457 )
Disposition of real estate facilities                                                                   
    5,230  
Impact of foreign exchange rate changes                                                                   
    (394 )
Ending balance                                                                   
    (3,650,000 )
Total real estate facilities at September 30, 2012
  $ 7,330,706  

 
During the nine months ended September 30, 2012, we acquired 14 operating self-storage facilities (1,148,000 net rentable square feet) for an aggregate cost of $143.8 million of cash.  The aggregate cost was allocated $137.1 million to real estate facilities and $6.7 million to intangible assets.
 
During the nine months ended September 30, 2012, we began to consolidate a limited partnership that we had previously accounted for using the equity method (see Note 4).  The three self-storage facilities (183,000 net rentable square feet) owned by this entity, having an aggregate fair market value of $10.4 million, have been added to our operating facilities.
 
4.  
Investments in Real Estate Entities
 
The following tables set forth our investments in the Unconsolidated Real Estate Entities at September 30, 2012 and December 31, 2011, and our equity in earnings of the Unconsolidated Real Estate Entities for the three and nine months ended September 30, 2012 and 2011 (amounts in thousands):
 
   
 
Investments in Unconsolidated
Real Estate Entities at
 
   
September 30,
2012
   
December 31,
2011
 
PSB
  $ 316,634     $ 328,508  
Shurgard Europe
    391,612       375,467  
Other Investments
    8,155       10,652  
Total
  $ 716,401     $ 714,627  



 
13

 
PUBLIC STORAGE
CONDENSED NOTES TO FINANCIAL STATEMENTS
September 30, 2012
(Unaudited)
 
 
 
   
Equity in Earnings of
Unconsolidated Real Estate Entities for the Three Months Ended September 30,
   
Equity in Earnings of
Unconsolidated Real Estate Entities for the
Nine Months Ended September 30,
 
   
2012
   
2011
   
2012
   
2011
 
PSB
  $ 2,801     $ 8,117     $ 5,427     $ 22,982  
Shurgard Europe
    9,442       6,702       23,764       17,471  
Other Investments
    399       450       1,162       1,302  
Total
  $ 12,642     $ 15,269     $ 30,353     $ 41,755  

 
During the nine months ended September 30, 2012 and 2011, we received cash distributions from the Unconsolidated Real Estate Entities totaling $33.5 million and $41.9 million, respectively.
 
Investment in PSB
 
PSB is a REIT traded on the New York Stock Exchange, and controls an operating partnership.  We have an approximate 41% common equity interest in PSB as of September 30, 2012 and December 31, 2011, respectively, comprised of our ownership of 5,801,606 shares of PSB’s common stock and 7,305,355 limited partnership units in the operating partnership.  The limited partnership units are convertible at our option, subject to certain conditions, on a one-for-one basis into PSB common stock.  Based upon the closing price at September 30, 2012 ($66.82 per share of PSB common stock), the shares and units we own had a market value of approximately $875.8 million.
 
The following tables set forth selected financial information of PSB; the amounts represent all of PSB’s balances and not our pro-rata share.
   
 
 
 
2012
   
 
 
 
2011
 
   
(Amounts in thousands)
 
For the nine months ended September 30:
           
Total revenue
  $ 257,813     $ 223,411  
Costs of operations
    (85,126 )     (74,589 )
Depreciation and amortization
    (81,326 )     (63,100 )
General and administrative
    (6,925 )     (4,683 )
Other items
    (15,541 )     (433 )
Net income
    68,895       80,606  
Net income allocated to preferred unitholders, preferred shareholders and restricted stock unitholders (a)
    (55,815 )     (24,366 )
Net income allocated to common shareholders and common unitholders
  $ 13,080     $ 56,240  
                 
(a) Includes EITF D-42 allocations to preferred equity holders of $17.3 million and from preferred equity holders of $7.4 million, during the nine months ended September 30, 2012 and 2011, respectively, related to PSB’s redemption of preferred securities.
 

 
 
 
14

 
PUBLIC STORAGE
CONDENSED NOTES TO FINANCIAL STATEMENTS
September 30, 2012
(Unaudited)
 

 
   
September 30,
2012
   
December 31,
2011
 
   
(Amounts in thousands)
 
                 
Total assets (primarily real estate)
  $ 2,300,809     $ 2,138,619  
Debt
    481,448       717,084  
Other liabilities
    205,906       60,940  
Preferred stock and units
    885,000       604,129  
Common equity and units
    728,455       756,466  
 
Investment in Shurgard Europe
 
For all periods presented, we had a 49% equity investment in Shurgard Europe.  On March 2, 2011, Shurgard Europe acquired the 80% interests it did not own in two joint ventures that owned 72 self-storage facilities located in Europe operating under the “Shurgard” name.  We and our joint venture partner provided the funding for this acquisition (See Note 5).
 
Changes in foreign currency exchange rates caused our investment in Shurgard Europe to increase approximately $6.7 million and $0.3 million during the nine months ended September 30, 2012 and 2011, respectively.
 
We receive interest on the loans due from Shurgard Europe and trademark license fees, of which 49% is classified as equity in earnings of unconsolidated real estate entities and the remaining 51% as interest and other income, as set forth in the following table:
 


   
For the Nine Months Ended
September 30,
 
   
2012
   
2011
 
   
(Amounts in thousands)
 
Our 49% equity share of:
           
Shurgard Europe’s net income (loss)
  $ 9,444     $ (2,874 )
Interest income and trademark license fee
    14,320       20,345  
                 
Total equity in earnings of Shurgard Europe
  $ 23,764     $ 17,471  
                 
 
The following table sets forth selected consolidated financial information of Shurgard Europe.  These amounts are based upon all of Shurgard Europe’s balances for all periods (including the consolidated operations of 72 self-storage facilities formerly owned by the two joint ventures), rather than our pro rata share, and are based upon our historical acquired book basis.
 
 
 
15

 
PUBLIC STORAGE
CONDENSED NOTES TO FINANCIAL STATEMENTS
September 30, 2012
(Unaudited)
 



   
For the Nine Months Ended
September 30,
 
   
2012
   
2011
 
   
(Amounts in thousands)
 
             
Self-storage and ancillary revenues
  $ 182,315     $ 196,004  
Self-storage and ancillary cost of operations
    (73,616 )     (82,051 )
Trademark license fee payable to Public Storage
    (1,825 )     (1,844 )
Depreciation and amortization
    (46,067 )     (54,655 )
General and administrative
    (10,141 )     (9,191 )
Interest expense on third party debt
    (6,290 )     (11,020 )
Interest expense on debt due to Public Storage
    (27,400 )     (39,675 )
Gain on disposition of real estate facility
    2,208       -  
Other
    89       (617 )
Net income (loss)                                                              
    19,273       (3,049 )
                 
Net income allocated to noncontrolling equity interests
    -       (2,816 )
Net income (loss) allocated to Shurgard Europe
  $ 19,273     $ (5,865 )
                 
Average exchange rates Euro to the U.S. Dollar
    1.282       1.406  
             
   
September 30,
   
December 31,
 
      2012       2011  
   
(Amounts in thousands)
 
                 
Total assets (primarily self-storage facilities)
  $ 1,391,789     $ 1,430,307  
Total debt to third parties                                                                 
    221,283       280,065  
Total debt to Public Storage                                                                 
    399,794       402,693  
Other liabilities                                                                 
    77,917       85,917  
Equity                                                                 
    692,795       661,632  
                 
Exchange rate of Euro to U.S. Dollar                                                                 
    1.286       1.295  
 
 
Other Investments
 
At September 30, 2012, the “Other Investments” include an aggregate common equity ownership of approximately 26% in various limited partnerships that collectively own 14 self-storage facilities.
 
During the nine months ended September 30, 2012, we began to consolidate a limited partnership due to a change in control.  As a result, we recorded a gain of $1.3 million representing the difference between the aggregate fair value of our existing investment ($3.1 million) and the book value ($1.8 million).  The $3.1 million fair value of our existing investment was allocated to real estate facilities ($10.4 million), intangible assets ($0.9 million), and permanent noncontrolling interests ($8.2 million).
 
The following table sets forth certain condensed financial information (representing all of these entities’ balances and not our pro-rata share) with respect to the Other Investments:
 
   
2012
   
2011
 
   
(Amounts in thousands)
 
For the nine months ended September 30:
           
Total revenue
  $ 10,128     $ 9,801  
Cost of operations and other expenses
    (3,771 )     (3,778 )
Depreciation and amortization
    (1,586 )     (1,700 )
Net income
  $ 4,771     $ 4,323  

 
 
16

 
PUBLIC STORAGE
CONDENSED NOTES TO FINANCIAL STATEMENTS
September 30, 2012
(Unaudited)
 
 

 
   
September 30,
2012
   
December 31,
2011
 
   
(Amounts in thousands)
 
             
Total assets (primarily self-storage facilities)
  $ 28,195     $ 29,510  
Total accrued and other liabilities
    2,008       1,396  
Total Partners’ equity
    26,187       28,114  

5.  
Loans Receivable from Unconsolidated Real Estate Entities
 
As of September 30, 2012 and December 31, 2011, we had a Euro-denominated loan receivable from Shurgard Europe with a balance of €311.0 million at both periods ($399.8 million at September 30, 2012 and $402.7 million at December 31, 2011),  which bears interest at a fixed rate of 9.0% per annum and matures February 15, 2015.  Because we expect repayment of this loan in the foreseeable future, foreign exchange rate gains or losses due to changes in exchange rates between the Euro and the U.S. Dollar are recognized in income, under “foreign currency gain.”  We have received a total of €80.9 million in principal repayments on this loan since its inception on March 31, 2008.
 
On February 9, 2011, we loaned PSB $121.0 million.  The loan had a six-month term and bore interest at a rate of three-month LIBOR plus 0.85% (1.13% per annum for the term of the loan).  For the three and nine months ended September 30, 2011, we recorded interest income of approximately $0.1 million and $0.7 million, respectively, related to the loan.  The loan was repaid in 2011.
 
 On February 28, 2011, we provided bridge financing to Shurgard Europe totaling $237.9 million, which it used to acquire its partner’s 80% interests in two affiliated joint ventures on March 2, 2011.  This loan bore interest at a fixed rate of 7.0% per annum and was denominated in U.S. Dollars.  On June 15, 2011, our joint venture partner in Shurgard Europe effectively purchased 51% of the loan from us for $121.3 million and then the entire loan balance was effectively exchanged for an equity interest in Shurgard Europe.
 
For the three and nine months ended September 30, 2012, we recorded interest income (representing 51% of the aggregate interest received; see Note 4) on the Euro-denominated loan to Shurgard Europe of approximately $4.6 million and $14.0 million, respectively, as compared to $5.9 million and $20.2 million for the same periods in 2011.  During the nine months ended September 30, 2011, we received $1.5 million in other income from our joint venture partner for our interim funding of its 51% pro rata share of Shurgard Europe’s cost to acquire the interests.
 
We believe that the interest rate on the loan to Shurgard Europe approximates the market rate for loans with similar credit characteristics and tenor, and that the fair value of the loan approximates book value.  In evaluating the fair value and appropriate market rate of the loan, we considered that Shurgard Europe has sufficient operating cash flow, liquidity and collateral, and we have sufficient creditor rights such that credit risk is mitigated.  The characteristics of the loan to Shurgard Europe and comparative metrics utilized in our evaluation represent significant unobservable inputs, which are “Level 3” inputs as the term is utilized in Codification Section 820-10-35-52.
 
6.  
Line of Credit and Notes Payable
 
We have a $300 million revolving line of credit (the “Credit Facility”) that expires on March 21, 2017.  Amounts drawn on the Credit Facility bear an annual interest rate ranging from LIBOR plus 0.925% to LIBOR plus 1.850% depending on our credit ratings (LIBOR plus 0.950% at September 30, 2012).  In addition, we are required to pay a quarterly facility fee ranging from 0.125% per annum to 0.400% per annum depending on our credit ratings (0.125% per annum at September 30, 2012).  We had no outstanding borrowings on our Credit Facility at September 30, 2012 or at November 8, 2012.  We had undrawn standby letters of credit, which reduce our borrowing capacity with respect to the Credit Facility by the amount of the letters of credit, totaling $15.3 million at September 30, 2012 ($18.4 million at December 31, 2011).
 
 
17

 
PUBLIC STORAGE
CONDENSED NOTES TO FINANCIAL STATEMENTS
September 30, 2012
(Unaudited)
 
 
 
The carrying amounts of our notes payable at September 30, 2012 and December 31, 2011 consist of the following (dollar amounts in thousands):
 
   
September 30, 2012
   
December 31, 2011
 
Unsecured Notes Payable:
           
             
5.9% effective and stated note rate, interest only and payable semi-annually, matures in March 2013
  $ 186,460     $ 186,460  
 
               
Secured Notes Payable:
               
                 
5.1% average effective rate, secured by 67 facilities with a net book value of approximately $373 million at September 30, 2012 and stated note rates between 4.95% and 7.43%, maturing at varying dates between January 2013 and September 2028 (carrying amount includes $1,425 of unamortized premium at September 30, 2012 and $2,665 at December 31, 2011)
    161,483       211,854  
                 
Total notes payable
  $ 347,943     $ 398,314  

Substantially all of our debt was assumed in connection with the acquisition of real estate.  An initial premium or discount is established for any difference between the stated note balance and estimated fair value of the debt assumed.  This initial premium or discount is amortized over the remaining term of the debt using the effective interest method.
 
The notes payable and Credit Facility have various customary restrictive covenants, all of which we were in compliance with at September 30, 2012.
 
At September 30, 2012, approximate principal maturities of our notes payable are as follows (amounts in thousands):
 
   
Unsecured
Notes Payable
   
Secured Notes Payable
   
Total
 
2012 (remainder)                                   
  $ -     $ 1,799     $ 1,799  
2013                                   
    186,460       78,391       264,851  
2014                                   
    -       35,127       35,127  
2015                                   
    -       30,009       30,009  
2016                                   
    -       10,065       10,065  
Thereafter                                   
    -       6,092       6,092  
    $ 186,460     $ 161,483     $ 347,943  
Weighted average effective rate
    5.9 %     5.1 %     5.5 %
 
Cash paid for interest totaled $16.6 million and $21.5 million for the nine months ended September 30, 2012 and 2011, respectively.  No interest was capitalized for the nine months ended September 30, 2012 ($0.3 million for the same period in 2011).
 
7.  
Noncontrolling Interests
 
Third party interests in the net assets of the Subsidiaries that can require us to redeem their interests, other than pursuant to a liquidation, are presented at estimated fair value as “Redeemable Noncontrolling Interests.”  We estimate fair value by applying the liquidation provisions of the governing documents to our estimate of the fair value of the underlying net assets (principally real estate assets).  Adjustments recorded due to changes in the fair value of these interests are recorded against retained earnings.  All other noncontrolling interests are presented as a component of equity, “Equity of Permanent Noncontrolling Interests.”
 
 
18

 
PUBLIC STORAGE
CONDENSED NOTES TO FINANCIAL STATEMENTS
September 30, 2012
(Unaudited)
 
 
 
Redeemable Noncontrolling Interests
 
At December 31, 2011, the Redeemable Noncontrolling Interests represented ownership interests in Subsidiaries that own 14 self-storage facilities.  During the three months ended March 31, 2012, we acquired all the outstanding Redeemable Noncontrolling Interests for $19.9 million in cash, of which $11.9 million was recorded as a reduction to redeemable noncontrolling interests and $8.0 million was recorded as a reduction to paid-in capital.  During the three months ended September 30, 2011, we allocated a total of $0.2 million of income to these interests.  During the nine months ended September 30, 2012 and 2011, we allocated a total of $0.2 million and $0.7 million, respectively, of income to these interests and paid distributions to these interests totaling $0.7 million and $0.9 million during the nine months ended September 30, 2012 and 2011, respectively.
 
Permanent Noncontrolling Interests
 
At September 30, 2012, the Permanent Noncontrolling Interests have ownership interests in Subsidiaries that own 15 self-storage facilities and own 231,978 partnership units (the “Convertible Partnership Units”) in a subsidiary that are convertible on a one-for-one basis (subject to certain limitations) into common shares of the Company at the option of the unitholder.  During the three and nine months ended September 30, 2012, we allocated a total of $0.9 million and $2.3 million, respectively, in income to our Permanent Noncontrolling Interests.  During the same periods in 2011, we allocated a total of $3.1 million and $11.6 million, respectively, in income to our Permanent Noncontrolling Interests.  During the nine months ended September 30, 2012 and 2011, we paid $3.6 million and $11.4 million, respectively, in distributions to our Permanent Noncontrolling Interests.
 
As described more fully in Note 4, we increased Permanent Noncontrolling Interests during the nine months ended September 30, 2012 a total of $8.2 million in connection with consolidating a partnership.
 
During the nine months ended September 30, 2012, we acquired additional interests in the Subsidiaries for $1.0 million in cash, of which $0.1 million was recorded as a reduction to permanent noncontrolling interests and the remainder as a reduction to paid-in capital.
 
During the year ended December 31, 2011, we acquired Permanent Noncontrolling Interests for an aggregate of $175.5 million in cash and our common shares.
 
8.  
Public Storage Shareholders’ Equity
 
Cumulative Preferred Shares
 
At September 30, 2012 and December 31, 2011, we had the following series of Cumulative Preferred Shares outstanding:
 
 
19

 
PUBLIC STORAGE
CONDENSED NOTES TO FINANCIAL STATEMENTS
September 30, 2012
(Unaudited)
 
 
 

           
At September 30, 2012
   
At December 31, 2011
 
Series
Earliest Redemption
Date
 
Dividend Rate
   
Shares Outstanding
   
Liquidation Preference
   
Shares Outstanding
   
Liquidation Preference
 
           
(Dollar amounts in thousands)
 
Series W
10/6/08
    6.500 %     -     $ -       5,300     $ 132,500  
Series X
11/13/08
    6.450 %     -       -       4,800       120,000  
Series Y
1/2/09
    6.850 %     -       -       350,900       8,772  
Series Z
3/5/09
    6.250 %     4,500       112,500       4,500       112,500  
Series A
3/31/09
    6.125 %     4,600       115,000       4,600       115,000  
Series C
9/13/09
    6.600 %     -       -       4,425       110,625  
Series D
2/28/10
    6.180 %     5,400       135,000       5,400       135,000  
Series E
4/27/10
    6.750 %     -       -       5,650       141,250  
Series F
8/23/10
    6.450 %     -       -       9,893       247,325  
Series L
10/20/11
    6.750 %     -       -       8,267       206,665  
Series M
1/9/12
    6.625 %     -       -       19,065       476,634  
Series N
7/2/12
    7.000 %     -       -       6,900       172,500  
Series O
4/15/15
    6.875 %     5,800       145,000       5,800       145,000  
Series P
10/7/15
    6.500 %     5,000       125,000       5,000       125,000  
Series Q
4/14/16
    6.500 %     15,000       375,000       15,000       375,000  
Series R
7/26/16
    6.350 %     19,500       487,500       19,500       487,500  
Series S
1/12/17
    5.900 %     18,400       460,000       -       -  
Series T
3/13/17
    5.750 %     18,500       462,500       -       -  
Series U
6/15/17
    5.625 %     11,500       287,500       -       -  
Series V
9/20/17
    5.375 %     19,800       495,000       -       -  
Total Cumulative Preferred Shares
      128,000     $ 3,200,000       475,000     $ 3,111,271  
 
The holders of our Cumulative Preferred Shares have general preference rights with respect to liquidation and quarterly distributions.  Except under certain conditions and as noted below, holders of the Cumulative Preferred Shares will not be entitled to vote on most matters.  In the event of a cumulative arrearage equal to six quarterly dividends, holders of all outstanding series of preferred shares (voting as a single class without regard to series) will have the right to elect two additional members to serve on our Board of Trustees until the arrearage has been cured.  At September 30, 2012, there were no dividends in arrears.
 
Except under certain conditions relating to the Company’s qualification as a REIT, the Cumulative Preferred Shares are not redeemable prior to the dates indicated on the table above.  On or after the respective dates, each of the series of Cumulative Preferred Shares will be redeemable, at the option of the Company, in whole or in part, at $25.00 per share (or depositary share as the case may be), plus accrued and unpaid dividends.  Holders of the Cumulative Preferred Shares do not have the right to require the Company to redeem such shares.
 
Upon issuance of our Cumulative Preferred Shares, we classify the liquidation value as preferred equity on our balance sheet with any issuance costs recorded as a reduction to paid-in capital.
 
During the first nine months of 2012, we issued an aggregate 68.2 million depositary shares, each representing 1/1,000 of our of our Series S, Series T, Series U, and Series V Cumulative Preferred Shares, at an issuance price of $25 per depositary share, for a total of $1.7 billion in gross proceeds, and we incurred an aggregate of $53.5 million in issuance costs.
 
 
20

 
PUBLIC STORAGE
CONDENSED NOTES TO FINANCIAL STATEMENTS
September 30, 2012
(Unaudited)
 
 
 
In the nine months ended September 30, 2012, we redeemed our Series C, Series E, Series L, Series M, Series N, Series W and Series Y Cumulative Preferred Shares, at par.  The aggregate redemption amount, before payment of accrued dividends, was $1.2 billion.
 
In the three months ended September 30, 2012, we called for redemption our Series F and Series X Cumulative Preferred Shares.  The aggregate liquidation value (at par) of $367.3 million was reclassified as a liability at September 30, 2012.  The Series F and Series X Cumulative Preferred Shares were redeemed in October 2012.
 
In April and May 2011, we issued 15.0 million depositary shares each representing 1/1,000 of our 6.500% Cumulative Preferred Shares, Series Q for gross proceeds of $375.0 million, and we incurred $11.3 million in issuance costs.
 
In May and June 2011, we redeemed our Series I Cumulative Preferred Shares, at par.  The aggregate redemption amount, before payment of accrued dividends, was $517.5 million.
 
In July 2011, we issued 19.5 million depositary shares each representing 1/1,000 of our 6.350% Cumulative Preferred Shares, Series R for gross proceeds of $487.5 million, and we incurred $15.5 million in issuance costs.
 
In August 2011, we redeemed our Series K Cumulative Preferred Shares, at par.  The aggregate redemption amount, before payment of accrued dividends, was $424.8 million.
 
On September 30, 2011, we redeemed our Series G Cumulative Preferred Shares, at par.  The aggregate redemption amount, before payment of accrued dividends, was $100.0 million.
 
We recorded a $11.4 million and a $49.7 million EITF D-42 allocation of income from our common shareholders to the holders of our Cumulative Preferred Shares in the three and nine months ended September 30, 2012, respectively, in connection with our preferred redemption activities ($16.2 million and $32.1 million for the three and nine months ended September 30, 2011, respectively).
 
Dividends
 
Common share dividends, including amounts paid to our restricted share unitholders, totaled $188.3 million ($1.10 per share) and $162.0 million ($0.95 per share), for the three months ended September 30, 2012 and 2011, respectively, and $564.7 million ($3.30 per share) and $459.3 million ($2.70 per share), for the nine months ended September 30, 2012 and 2011, respectively.  Preferred share dividends totaled $49.3 million and $56.7 million for the three months ended September 30, 2012 and 2011, respectively, and $156.3 million and $172.9 million for the nine months ended September 30, 2012 and 2011, respectively.
 
9.  
Related Party Transactions
 
The Hughes Family owns approximately 16.0% of our common shares outstanding at September 30, 2012.
 
The Hughes Family has ownership interests in, and operates, approximately 53 self-storage facilities in Canada (“PS Canada”) using the “Public Storage” brand name pursuant to a non-exclusive, royalty-free trademark license agreement with the Company.  We currently do not own any interests in these facilities nor do we own any facilities in Canada.  We have a right of first refusal to acquire the stock or assets of the corporation that manages the 53 self-storage facilities in Canada, if the Hughes Family or the corporation agrees to sell them.  However, we have no interest in the operations of this corporation, we have no right to acquire this stock or assets unless the Hughes Family decides to sell and we receive no benefit from the profits and increases in value of the Canadian self-storage facilities.
 
 
21

 
PUBLIC STORAGE
CONDENSED NOTES TO FINANCIAL STATEMENTS
September 30, 2012
(Unaudited)
 
 
 
We reinsure risks relating to loss of goods stored by tenants in the self-storage facilities in Canada.  During each of the nine month periods ended September 30, 2012 and 2011, we received $0.4 million in reinsurance premiums attributable to the Canadian facilities.  Since our right to provide tenant reinsurance to the Canadian facilities may be qualified, there is no assurance that these premiums will continue.
 
PS Canada holds approximately a 2.2% interest in Stor-RE, a consolidated entity that provides liability and casualty insurance for PS Canada, the Company and certain affiliates of the Company for occurrences prior to April 1, 2004. 
 
In August 2011, we acquired through mergers the interests we did not own in five limited partnerships for $54.6 million paid to the Hughes Family and $100.8 million paid to the other third-party limited partners (the “Other Partners”).  In separate transactions in June and August 2011, we acquired interests in other entities from the Hughes Family for $13.5 million in cash.  All amounts paid were based upon independent property appraisals and the liquidation terms of the partnerships.  A special committee of our Board of Trustees unanimously determined that the transactions were fair and advisable to and in the best interests of Public Storage’s shareholders (other than the Hughes Family) and to the Other Partners, and an investment banking firm appointed by the special committee concluded that the amounts paid to the Other Partners was fair to them, from a financial point of view.  Mr. Hughes, a former trustee, is indemnified for any litigation arising from these transactions.  Mr. Hughes, who was co-general partner with Public Storage in certain of these entities, has withdrawn as general partner from each entity.
 
10.   Share-Based Compensation
 
Under various share-based compensation plans, the Company can grant non-qualified options to purchase the Company’s common shares, as well as restricted share units (“RSUs”), to trustees, officers, service providers, and key employees.  The terms of these grants are established by an authorized committee of our Board of Trustees.
 
Stock options and RSUs are considered “granted” and “outstanding” (legal grant date notwithstanding) as the terms are used herein, when i) the Company and the recipient reach a mutual understanding of the key terms of the award, ii) the award has been authorized in accordance with the Company’s share grant approval procedures, iii) the recipient begins to be benefited from or adversely affected by changes in the market price of our stock, and iv) it is probable that any performance and service conditions will be met.
 
We amortize the grant-date fair value of awards (net of anticipated forfeitures) as compensation expense over the service period.  The service period generally begins on the grant date and ends on the earlier of the vesting date or the date when the recipient would not forfeit unvested grants upon termination.  The service period begins on the date services begin to be provided, rather than on the grant date, when i) all the requirements of a grant have been met, except that the Company and the recipient have not reached a mutual understanding of the key terms of the award, and ii) no future services are required following the grant date.
 
We have elected to use the straight-line attribution method with respect to awards that are earned solely based upon the passage of time and continued employment.  Awards with performance conditions are amortized using the accelerated attribution method, with each vesting amortized separately over the individual vesting period.   The employer portion of taxes is expensed as incurred.
 
Stock Options
 
Stock option exercise prices are equal to the closing trading price of our common shares on the date they are legally granted, vest over a three to five-year period, and expire ten years after the legal grant date.  We use the Black-Scholes option valuation model to estimate the fair value of our stock options.
 
Outstanding stock option grants are included on a one-for-one basis in our diluted weighted average shares, to the extent dilutive, after applying the treasury stock method (based upon the average common share price during the period) to assumed exercise proceeds and measured but unrecognized compensation.
 
 
22

 
PUBLIC STORAGE
CONDENSED NOTES TO FINANCIAL STATEMENTS
September 30, 2012
(Unaudited)
 
 
 
For the three and nine months period ended September 30, 2012, we recorded $0.7 million and $2.0 million, respectively, in compensation expense related to stock options, as compared to $0.8 million and $2.3 million for the same periods in 2011.
 
During the nine months ended September 30, 2012, 35,000 stock options were granted, 304,389 options were exercised and 31,400 options were forfeited.  A total of 2,290,277 stock options were outstanding at September 30, 2012 (2,591,066 at December 31, 2011).
 
Restricted Share Units
 
RSUs vest ratably over a three to eight-year period from the date they are legally granted.  The grantee receives additional compensation for each outstanding RSU, classified as dividends paid, equal to the per-share dividends received by common shareholders.  When RSUs are forfeited, any dividends previously paid on such forfeited RSUs are expensed.  When RSUs vest, the grantee receives common shares equal to the number of vested RSUs, less common shares withheld in exchange for tax deposits, equal to the vesting-date fair value of the withheld shares, made by the Company to satisfy the employee’s statutory tax liabilities arising from the vesting.
 
The fair value of our RSUs is determined based upon the applicable closing trading price of our common shares.
 
During the nine months ended September 30, 2012, 150,400 RSUs were granted, 60,150 RSUs were forfeited and 144,472 RSUs vested.  This vesting resulted in the issuance of 91,366 common shares.  In addition, tax deposits totaling $6.9 million were made on behalf of employees in exchange for 53,106 common shares withheld upon vesting.
 
RSUs outstanding at September 30, 2012 and December 31, 2011 were 647,277 and 701,499, respectively.  A total of $6.4 million and $16.4 million in RSU expense (including employer taxes incurred upon vesting) was recorded for the three and nine months ended September 30, 2012, respectively, as compared to $5.4 million and $15.7 million for the same periods in 2011.
 
See also “net income per common share” in Note 2 for further discussion regarding the impact of RSUs and stock options on our net income per common and income allocated to common shareholders.
 
11.  
Segment Information
 
Our reportable segments reflect the significant components of our operations that are evaluated separately by our chief operating decision maker and have discrete financial information available.  Our segments are organized based upon differences in the nature of the underlying products, services, and whether the operation is located in the U.S. or outside the U.S.  In making resource allocation decisions, our chief operating decision maker reviews the net income from continuing operations of each reportable segment included in the tables below, excluding the impact of depreciation and amortization, gains or losses on disposition of real estate facilities, and real estate impairment charges.  The amounts for each reportable segment included in the tables below are in conformity with GAAP and our significant accounting policies as denoted in Note 2, and exclude ancillary revenues and expenses, interest income (other than from Loans Receivable from Unconsolidated Real Estate Entities), interest expense, general and administrative expense, and gains and losses on the early repayment of debt, none of which can be allocated to any reportable segment.  Our chief operating decision maker does not consider the book value of assets in making resource allocation decisions.
 
Following is the description of and basis for presentation for each of our segments.
 
 
23

 
PUBLIC STORAGE
CONDENSED NOTES TO FINANCIAL STATEMENTS
September 30, 2012
(Unaudited)
 
 
 
Domestic Self-Storage Segment
 
The Domestic Self-Storage Segment includes the operations of the 2,055 self-storage facilities owned by the Company and the Subsidiaries, as well as our equity share of the Other Investments.  For all periods presented, substantially all of our real estate facilities, goodwill and other intangible assets, other assets, and accrued and other liabilities are associated with the Domestic Self-Storage Segment.
 
European Self-Storage Segment
 
The European Self-Storage segment comprises our interest in Shurgard Europe, which has self-storage operations in seven western European countries.  It has a separate management team that determines the strategic direction for this segment under the direction of our chief operating decision maker and our joint venture partner which owns a 51% equity interest in Shurgard Europe.  The European Self-Storage segment presentation includes our equity share of Shurgard Europe’s operations, the interest and other income received from Shurgard Europe, as well as foreign currency exchange gains and losses that are attributable to Shurgard Europe.  Our balance sheet includes an investment in Shurgard Europe (Note 4) and a loan receivable from Shurgard Europe (Note 5).
 
Commercial Segment
 
The Commercial segment comprises our investment in PSB, a self-managed REIT with a separate management team that makes its financing, capital allocation and other significant decisions.  The Commercial segment also includes our direct interest in certain commercial facilities, substantially all of which are managed by PSB.  The Commercial segment presentation includes our equity earnings and interest income from PSB, as well as the revenues and expenses of our commercial facilities.  At September 30, 2012, the assets of the Commercial segment are comprised principally of our investment in PSB (Note 4).
 
Presentation of Segment Information
 
The following tables reconcile the performance of each segment, in terms of segment income, to our net income (amounts in thousands):
 
 
24

 
PUBLIC STORAGE
CONDENSED NOTES TO FINANCIAL STATEMENTS
September 30, 2012
(Unaudited)
 
 
For the three months ended September 30, 2012


   
Domestic
Self-Storage
   
European
Self-Storage
   
 
Commercial
   
Other Items Not Allocated to Segments
   
 
Total
 
   
(Amounts in thousands)
 
Revenues:
                             
Self-storage facilities
  $ 440,918     $ -     $ -     $ -     $ 440,918  
Ancillary operations
    -       -       3,457       28,556       32,013  
      440,918       -       3,457       28,556       472,931  
                                         
Expenses:
                                       
Self-storage facilities
    127,367       -       -       -       127,367  
Ancillary operations
    -       -       1,100       8,757       9,857  
Depreciation and amortization
    89,194       -       703       -       89,897  
General and administrative
    -       -       -       15,298       15,298  
      216,561       -       1,803       24,055       242,419  
                                         
Operating income
    224,357       -       1,654       4,501       230,512  
                                         
Interest and other income
    -       4,890       -       554       5,444  
Interest expense
    -       -       -       (4,926 )     (4,926 )
Equity in earnings of unconsolidated real estate entities
    399       9,442       2,801       -       12,642  
Foreign currency exchange gain
    -       9,019       -       -       9,019  
Gain on real estate sales
    193